Backbone
by Ray by Another Name
Summary: Ben and Denny wanted to spend New Year's together. Ben/Denny with mentions of Hal/Rita, Tom/Rebecca. 3rd Person POV. Set in the AU of Strange Brew in Season 3. Rated M for certain chapters.
1. Chapter 1

Ben struggles with asking his dad for permission to go to New York with his girlfriend. Ben/Denny. 3rd Person POV. Set in the AU of Strange Brew in Season 3.

Disclaimer: I do not own Falling Skies.

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><p>Chapter 1<p>

"So," Denny's lips were pursed as Ben slammed the passenger door of her jeep shut, "You talk to your parents yet?"

Ben cleared his throat, fidgeting as he buckled himself in, "Not quite."

She groaned, hitting her head against the seat in frustration, "Not a lot of time left, Benji." Ben nodded his absent agreement as she drove away from his house. "You still want to do this, right?" she said.

He looked over at her, "Of course, it's just," he paused.

"Just what?" she grinned over at him as they hit a red light, "Not afraid are we?"

Ben narrowed his eyes before biting back, "Of course not." She raised her eyebrows expectantly until the light turned green. Ben remained quiet until they were nearly to school.

"My brother's going away for New Year's," Ben said, sighing as he looked over at the other teen, "I don't think they'd appreciate me wanting to leave too."

Denny rolled her eyes, "Right." She parked the car in her assigned spot and turned in her seat, "You're afraid to ask your parents if you can come with me to New York."

"Can you just try to look at it from my perspective?" Ben said, groaning as he took of his glasses to squeeze the bridge of his nose.

"I am," Denny said haughtily, "You don't want to ask because you don't want to be compared to your brother." Ben opened and closed his mouth, trying to think of a response, "Yeah, that's what I thought."

Denny grabbed her backpack from the backseat and pushed open her door. Ben called her name as he followed suit, but she ignored him. He ran after her as she walked quickly from the car, pressing the button on her keys to lock it.

He caught up to her in the hallway by their lockers and he grabbed her wrist and pulled her to the side. Few people spared them a glance as Denny pushed him away, into the row of lockers behind them.

"You have a real complex about this," she said, disappointment flaring in her eyes, "So get over it." Ben was left standing there as she walked off. He banged his head against the lockers and wished – not for the first time – that he was better at handling these situations.

His dad and Hal always seemed so much better at talking and dealing with women. Every other week he managed to piss Denny off one way or another. Not that she stayed mad long, she was too laid back for that, but he hated it all the same.

Denny didn't speak to him in any of their four classes together and they just read their books during lunch. He 'd look up every few paragraphs, to see if he could catch her eye, but if Denny was anything it was stubborn.

Her eyes stayed glue to the pages of a Bronte novel. Earbuds blasting Groove Coverage so loud Ben could hear them on the other side of the table. Great lengths had been gone to in order to ignore him. He sighed, resigning himself to her anger for a while.

When she dropped him off at his house after school the place was empty. His mom was at Hal's game, per usual, and his dad was probably grading papers in his office at the university. Biting his lip as he ascended the stairs to his room, Ben stopped in front of Hal's door.

It stood ajar and athletic gear littered the floor. He knew for a fact his mom had asked him to clean it a few days ago. She'd asked Ben the same thing. The difference was that Ben's floor was spotless except for a few stacks of library books he was working through.

Making a quick decision Ben ran out of the house. Two bus stops and a few hallways later he was standing in front of his dad's office door. The secretary for the history department, Jeane, smiled at him. He attempted a nervous one back before taking a deep breath and knocking.

"Come on in," his dad's voice called through the door and Ben did just that. He stood awkwardly in front of Tom Mason as he finished marking up one last paper. He looked up at Ben curiously, "What are you doing here?"

"I needed to talk to you about something," Ben bit his lip again, trying not to over think this. His dad quirked an eyebrow, "Denny and I were – Well, you see, she's –"

"You and Denny are what?" Tom's eyes scrunched together, "Are you two in trouble?" Then his eyes went wide, "She's not pregnant is she?"

Ben sputtered out a negative before rushing through his words, "We're not – We want to go to New York for New Year's."

"What?" Tom leaned back in his chair, taking in the blush creeping up his son's neck and the determination in his eyes as he met Tom's own.

"Her dad's going for some kind of business thing, and he said I could come along if Denny and I wanted to go to Times Square or something," Ben said, slower this time and raising a slow eyebrow, "Can I go?"

It was amusing to see his own expressions on his son's face, although he knew Ben would hate to hear that. Tom rubbed his beard, "I'll talk with your mom first, but I'm not sure I'm comfortable with you and Denny going away together like that."

"Her dad'll be there," Ben said, "Besides, you're letting Hal go with Rita alone."

"Hal's over eighteen Ben, you're not," Tom pointed out, "There's quite a big difference between 17 and 20."

Ben rolled his eyes, annoyance consuming his nerves, "No, there's a difference between Hal's 17 and my 17."

"Ben –" Tom warned, standing up to walk around his desk.

"It's true, he broke curfew all the time and you still let him go to the out-of-town meets and make-out with Rita in his car," Ben ranted, "And it's not like Denny and I ever do anything, half-the-time we just read. In plain view!"

"Ben!" Tom raised his voice and Ben quieted, looking at his feet. His jaw was set and Tom could tell he was upset, "I'll talk with your mother about it and we'll let you know."

"Fine," Ben bit out, storming out of the room. Jeane popped her head in with a curious look and Tom shook his head before plopping back into his chair. He hated when Ben had a point, he couldn't even remember the last time his middle son had broken a rule. He even returned all his library books on time.

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	2. Chapter 2

Ben struggles with asking his dad for permission to go to New York with his girlfriend. Ben/Denny. 3rd Person POV. Set in the AU of Strange Brew in Season 3.

Disclaimer: I do not own Falling Skies.

* * *

><p>Chapter 2<p>

Denny turned around as Ben made his way across the room, her face and neck spotted with dried paint and her glasses sitting beside her wet brushes. "So?" she said as Ben fell back into her bed. He closed his eyes and ignored the looming figure of his girlfriend before he spoke.

"He'll talk to my mom, but he's not comfortable with us going alone." He felt her legs straddle him on the bed and opened his eyes with a smile.

Denny laughed, "He's smart not to consider my dad a proper chaperon."

"True," Ben agreed, dragging his hand up one of her legs, "but it's still annoying."

"Oh?" Denny said, "Why's that?"

The grin decorating her face told him she knew why, "because Hal was a lot wilder at my age and he got to go away with friends and make out with Rita till like 2am." Ben narrowed his eyes as he thought about it.

Denny leaned down to kiss him lightly, "I doubt your parents would have let him spend a weekend with her."

Ben slid his hand higher until his fingers were curled into her hair. She brought her hands up to his face and pulled his glasses off to set them over to the side.

"True," Ben murmured against her lips, "But I'm not Hal. I've never had sex with you on the couch." Denny kissed him again, sliding her tongue over his lips until they parted.

"We could fix that," she bit her lips as she drew up a little bit. Ben arched an eyebrow and Denny pursed her lips to keep from laughing.

Ben pulled her back down to kiss her again, their mouths molding together in practiced rhythm. Her hands pushed up at his shirt till her fingers were gliding against the smooth skin of his stomach. He kept one of his hands threaded in her curls, pressing her closer to him as his other hand moved over south. Fingers dipping into her black jeans to draw circles over the base of her spine.

She broke their kiss, breathless as she asked "is this going to be one of those stubborn rebellious things they always have in crappy teen dramas?"

He grinned, "What do you think?" Denny eyed him as she moved her mouth to his neck, kissing and suckling up to his jawline. Ben swallowed hard, his mouth dry as he stuttered through, "I should bug Jimmy, he's an expert at the rebellious phase."

Denny moved her fingers between their connected pelvises, "I won't argue with anything that benefits me and/or our trip."

Ben got out a mangled laugh as he threw his head back, her fingers tantalizing with just fabric between them. Denny smirked triumphantly to herself as she grasped his erection through his jeans.

"You are an evil, evil woman," Ben said as his hands moved up and down her sides beneath her shirt. He quite enjoyed her habit of taking off her bra when she painted.

"Do you want me to stop?" Denny asked against his neck as she pressed her lips feather-like in a trail up his adam's apple.

Ben tried to scoff, "About as much as you do." Denny smiled as Ben moved his head to look her in the eye again. He kissed her, drawing her tongue from her mouth with ease and exchanging it with his own.

"Hey," Rebecca greeted her husband as he walked in the kitchen door, "Hal won his game, scored three goals." Tom smiled as he set his bag on the table.

"That's great." Tom gave her a quick kiss on the cheek before moving to the sink to wash his hands, "The boys here?"

"No," she said, not looking up from the cutting board full of vegetables, "Hal's with Rita, Matt went to Cody's house, and I haven't seen Ben yet."

"Not surprised," Tom sighed as he pulled the second cutting board from beneath the sink, "he came to see me after school today."

"Ben?" Rebecca looked over at him as he set himself up next to her, "why?"

"He wants to spend New Years' Eve with Denny in New York."

Rebecca raised an eyebrow as she handed him a tomato, "Ben? Are you serious?"

"Yeah," he said as he began to dice the red fruit as Rebecca had to its two compatriots, "I said we'd talk about it, but I wasn't comfortable with the idea."

"Of course not, he's only 17," she scoffed and with a decisive swing of her knife she added, "And I don't plan on being a grandmother before Matt finishes high school."

Tom chuckled, grabbing a skinned cucumber next, "Let's not get carried away, it is Ben after all. Not Hal."

"Seventeen is seventeen," Rebecca eyed him sideways, thinking of the time they caught Hal on the couch with a blond the time Rita broke up with him, "And seventeen year old boys like sex."

"Ben and Denny have been dating for almost a year, and they were friends before." Tom reasoned, unsure what he was trying to convince her off, "And he blushes if she so much as holds his hands when we're around."

"That's Ben, not Denny," Rebecca turned around, heading for the fridge. Tom turned as well, looking at the back of her head as she spoke, "And no one will be watching in New York."

Tom shifted back and forth, "I suppose her dad would technically be watching."

She outright snorted as she turned back around with a head of lettuce in her hand, "That man watches his daughter about as much as you do Hal's games."

Tom leveled his eyes on her, his lips forming a straight line, "If they wanted to have sex they have more than enough opportunity to do it here in Boston, they don't need to go to New York for that."

Rebecca moved to the sink, her back to him again, "I just don't like it. Maybe next year, when he's a little older and we know Denny a little better."

He let himself lean against the counter, cutting board ignored, "He won't need our permission next year. He'll be eighteen."

Her hands stopped pulling layers off of the lettuce under the water. Ben's age seemed to just slip her mind sometimes. It was easy to think of him as the nervous ten year old with new glasses all the time. He wasn't like Hal, constantly showing them how much he wasn't a child anymore with over-the-top displays of affection.

"Let me think about it for a while," Rebecca said, her hands beginning to move again, "Can you pick up Matt? It's nearly six." Tom grabbed his keys and headed out the door, unsure when exactly he'd switched sides on the whole Ben debate.

When Tom came back Hal was sitting on the floor of the living room in front of the coffee table, grumbling about Rita being unreasonable and working on some essay for his English class. Matt took up immediate residency on the couch, an anime on before Tom could pass the stairs and enter the kitchen.

"Ben back yet?" he asked as he watched Rebecca toss the salad, shredded chicken hiding beneath layers of greens. She shook her head, eyes focused on the counter in front of her.

"Maybe we could make it conditional?" Rebecca thought aloud as Tom leaned over the counter next to her.

Tom scratched at his neck, "Maybe." He heard the front door open.

"Nice hickey there, Benny," Hal's teasing carried through the hallway.

"We can talk about it later," Tom pushed up from the counter. Rebecca nodded as he went to break up the fight they knew would be starting.

The boys managed to get through an entire dinner with only a few rude remarks to each other. Tom always marveled at the new and inventive ways his sons found to mock one another. Matt, at least, found it entertaining.

After dinner the boys all went their separate ways, to bedrooms and computers. Once Hal had left to go make nice with Rita, Tom knocked on Ben's open door. His middle son lay on his stomach on the bed, leaning on his elbows with a book propped up in his hands.

"Got a minute?" Tom spoke when Ben raised his eyes, the boy nodded, "Nice bruise you got there." Ben blushed and his hand instinctively went to rub at his neck where the darkening mark resided.

"It wasn't –…We were…" Ben stuttered over a few words before Tom held up his hand.

Tom smiled, "I'm just teasing. I thought I'd let you know your mom and I are stilling talking about the whole New York thing."

"Oh."

"Yeah." Tom watched his son's eyes turn calculating and thoughtful.

Ben wasn't necessarily the most talkative of people, preferring his books to most social events, but his eyes spoke volumes. Especially when he was thinking.

That was half his motivation for standing in the doorway. He hadn't thought to look at Ben's eyes that afternoon in his office, but he wanted to see them. There was a spark of rebellion that he usually saw in Matt, some stubbornness all the boys had inherited from him, and desire.

Desire for what he wasn't sure. It wasn't the same look he had when he looked at Denny or the one he got when he found an original copy of his favorite novel. But it was clearly desire, a want of some kind that Tom couldn't figure out.

Rebecca plopped on the bed beside her husband and he slowly set down the paper he was grading. She turned to him, "I'm still leaning towards no."

Tom chuckled, knowing exactly what she had changed the topic to, "I'm not a huge supporter of it either."

"So why are we still discussing it?" Rebecca sighed, leaning her head against the headboard.

"Because we said we would," Tom said, leaning forward a bit, "And neither of us are fully convinced either way. We owe it to Ben to be absolutely sure in our decision."

She laughed, "Or he'll talk us out of it, just like you would." Tom smiled and leaned over to kiss her.

"Exactly."

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	3. Chapter 3

Ben struggles with asking his dad for permission to go to New York with his girlfriend. Ben/Denny. 3rd Person POV. Set in the AU of Strange Brew in Season 3.

Disclaimer: I do not own Falling Skies.

* * *

><p>Chapter 3<p>

"It says so much about you," Jimmy looked at the pile of books in Ben's arms, "that you went to the library to learn how to rebel."

"Research is always useful," Ben shrugged, unphased by Jimmy's scoff. The younger boy waved his best friend into the monstrosity of money his parents called a house.

Ben always felt out of place in the Boland house, despite making the same as his own parents Jimmy's parents decorated with expensive furniture and paintings that looked as if they belong in a museum.

"The Batcave awaits," Ben muttered under his breath as they walked up the stairs to Jimmy's room. It's dark, with deep red curtains drawn around the windows and light emanating only from the computer on Jimmy's desk.

Jimmy plopped into his chair as Ben set the books on the unmade bed, "Why are you doing this anyway?"

Ben smiled, "Call it middle child syndrome."

"That was in the books wasn't it?" Jimmy shook his head, "Dweeb."

"Says the guy that spends 80 percent of his time on WoW."

"75," Jimmy corrected, "And I am also the guy that's going to help you get to New York, so pay attention."

Twenty minutes later Ben is pretty sure he never wants to know how Jimmy got his new Xbox. His parents would likely send him to an asylum or, worse, his grandparents if he did half the stuff Jimmy was suggesting.

"Isn't there a way to do this without law-breaking?" Ben asked with a nervous shake to his voice.

Jimmy rolled his eyes, "Pansy." Ben narrowed his eyes on his best friend, "Fine, we'll do this your _boring_ way. What does Hal do?"

"What do you mean?" Ben leaned back against the footboard and looked up at Jimmy from the ground, "Hal just asks."

"How can someone so smart be so dense?" Jimmy shook his head, "He acts like he's going to get what he wants. He does things to remind your parents that he's an adult."

"Like having sex on the couch?" Ben deadpanned, a disbelieving look in his eyes.

"Actually, yes," Jimmy nodded, "But you probably shouldn't do that if you ever want your parents to like Denny." This time Ben was the one rolling his eyes, "You act the same way around your parents as you did when you were a kid. You don't even hold Denny's hand in the living room."

"Oh," Ben blushed, "It's just awkward."

"Well, you want your parents to permit New York or not?"

Ben banged his head against the footboard, "Why is this so difficult?"

"It's not, you're just too nice." At that Jimmy swung around to face his computer, WoW open before Ben could say another word.

"Maybe we could have Denny over for dinner?" Tom thought aloud as his wife dressed beside him, "Get to know her."

"That would be nice," Rebecca said as she finished buttoning her jeans.

Tom tied his shoe, sitting on the bed, "You said you were mostly worried because you didn't trust her."

"He doesn't bring her by much," Rebecca said, sitting next to him, "Why do you think that is?"

Tom laughed, "He doesn't want to open her up as a target to Hal's teasing."

Rebecca scoffed, "Hal is not that bad."

Tom raised an eyebrow, "When it comes to his little brother, Hal is merciless."

"Fine," Rebecca rolled her eyes, "But you're right, we don't know her and I certainly don't trust her."

"So we get to know her," Tom reasoned, "Even if we don't let him go to New York, I get the impression she'll be around for a long while." Rebecca didn't say anything to that, just sat on the bed. Tom placed an arm around her, "He has to grow up, we can't control that."

"Doesn't mean I have to like it," Rebecca muttered as she leaned into his chest.

Tom chuckled in a light voice, "Matt's only thirteen, you've got a few more years with him."

Rebecca slapped his arm, sarcastic as she spoke, "Thanks for the reminder."

Ben sat on the couch beside Matt, consumed in the game screen and chat windows of his laptop. When Hal walked in he flicked Ben on the ear, but Matt dodged his fingers.

"How's Rita?" Matt smirked at his oldest brother, "Figure out where you're spending New Years yet?" Hal grumbled as he sat in the armchair.

The brothers sat in relative silence as Matt jabbed his controller left and right, shooting at the alien invaders on his screen. Hal watched with a bored interest, half of his mind on his phone as he texted with his girlfriend.

"Ben," Tom's voice broke the silence and all three looked up, "do you think Denny would like to come to dinner sometime this week?"

Ben looked confused, "I can ask." He looked back at his screen, fingers moving across the keyboard in quick strokes, "She says sure."

"What are you doing?" Hal questioned as he leaned over the arm of the couch to glance at his brother's screen.

"We're preparing for a raid with some guys from Cal-Sci," Ben said without looking up.

Hal opened his mouth to mock, but stopped at a warning look from his father. Matt, however, had no such limitation, "Do you guys ever do anything normal as a couple?"

Ben looked over at his little brother with narrowed eyes, "This is our normal."

"Whatever," Matt said as he focused his attention back on his game." The boys fall back into their silence quickly and Tom backs up slowly, not wanting to disrupt the beautiful silence that had graced the house.

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	4. Chapter 4

Ben struggles with asking his dad for permission to go to New York with his girlfriend. Ben/Denny. 3rd Person POV. Set in the AU of Strange Brew in Season 3.

Disclaimer: I do not own Falling Skies.

* * *

><p>Chapter 4<p>

The next night Denny stands outside the front door of the Mason household, surprisingly nervous as she knocks on the door. She can count the times she's been at the Mason's for more than five minutes on one hand. Only one time had ever graced the hour mark.

She recognizes Matt as the door swings open, a Nintendo DS in his hands. He smirks at Denny. There is a knowing look in his eyes as he lets her inside.

"Ben! Your girlfriend is here!" Matt yells almost directly on her ear as he shuts the door.

She glares down at him, "Are you trying to rupture my eardrum?"

"Probably," Ben says as he comes down the stairs, his lips lift in a reassuring smile that tells her he can read the thoughts on her face. Matt has plopped back onto the couch by the time Ben takes her hand in his. A squeeze and a peck on the cheek later he pulls her down the hall to the kitchen.

Rebecca Mason is the picture of domestic motherhood when they enter the kitchen, though Denny knows she is actually an elementary school administrator. There's an apron covering her sweater and jeans, her hair is pulled back into a bun. When she looks up her eyes give Denny a once over.

Never in her life has Denny wished she had worn something pastel before this moment. Her leather jacket feels a little ratty and she is overly aware of how scuffed up her boots are and the paint on her jeans. She squeezes Ben's hand again.

The room echoes with silence until Rebecca smiles, "Would you like something to drink Denny?" His mother gives Ben an expectant look.

"Sure," Denny smiles back at her and Ben grabs them both a soda from the fridge.

"Dinner won't be ready for another half hour and your father isn't home yet, so why don't you two go wait in the other room," Rebecca tells them as she turns back to the food in front of her. Ben wastes no time in taking Denny from the room. They're upstairs in what Denny is sure is record time.

Plopping back onto Ben's bed she groans, "Why can't your parents be as easy as mine?"

"That's a long list," Ben says as he sits next to her. Denny rolls her eyes, sitting up to take her jacket off. "You shouldn't be nervous, you've met them before," Ben reasons as they sit back on the bed together.

The words are met with an eye roll, "Waving from my car and saying hi when I pick you up hardly count as meeting them." Ben shrugs before turning on his side to look down at her.

"In that case," he starts, "I don't think I've ever met your dad."

Denny snorts, "By that definition I haven't really met him either."

They laugh until Denny arches up to kiss him lightly on the lips. Ben deepens the kiss before she can fall back down. His fingers slip under her back, pushing her close to him as he covers her body with his own. She wraps her arms around his neck as he presses her head down into the pillow.

Ben pulls his lips away and enjoys the shutter of Denny's body beneath him as he begins kissing along her jaw. He rarely takes the initiative in their relationship, they'd probably still be dancing around each other if she hadn't kissed him after a math test, but he's noticed that when he does Denny tended to enjoy it more.

~FS~FS~FS~

"Is this like the time you said five minutes on our anniversary last year or the time you said five minutes on my birthday?" Rebecca teased her husband over the phone as she placed the casserole in the oven to keep warm. She laughed at his typical response, "Alright, see you in a bit, love you."

She left the kitchen to gather the boys and Denny. Matt was enamored by one of his games so she ruffled his hair, "Dinner in five, put up the game." Matt whined, but did as he was told, placing the handheld on the coffee table, "Where are your brothers?"

"Hal's in his room chatting with Drew," Matt said without pause, "And Ben's with Denny in his room." Rebecca kissed the top of his head before moving up the stairs. Matt was always the best at deciphering his brothers' behavior. She did not look forward to the days when she had to figure out what he was up to.

As expected Hal was exactly where Matt said, "Almost dinner, wrap it up." Hal nodded absently and Rebecca knew she'd be back in five minutes to tell him again. The neighboring door was cracked up according to the rule when having opposite-genders in bedrooms.

Rebecca expected to see the young couple sitting on the bed or discussing something over Ben's computer. What she peaked through the door was not on her radar of possibilities. She stepped away from the door with her mouth agape. Taking several steps towards the stairs.

Ben had been on top of Denny, his hands beneath her shirt and his lips in places she had not wanted to see. The scene reminded her far too much of the times she had walked in on Hal and Rita in his room.

"Hey," Tom's voice dragged from her dazed thoughts. He smiled at her before kissing her softly, "You ok?" He looked concerned, but she shrugged it off.

"Fine," Rebecca composed herself, "Can you drag Ben and Hal from their rooms? I'm going to get the table ready."

"Denny here yet?" Tom asked as she walked back towards the stairs.

"Oh yeah," she replied with a deep breath, causing Tom to raise an eyebrow. He shook his head and moved to Ben's door first. He was usually the easiest to peel from his computer for food. He didn't bother knocking as he pushed the door open and leaned in, "Dinner."

The two teens jumped in what Tom thought an amusing manner. Denny started tugging on her shirt and running fingers through her hair anxiously, as if trying to erase the evidence. Tom merely smirked at his middle son as he watched him breathing heavily by the bed.

"Two minute warning," Tom said before ducking out to grab Hal. When he walked into the kitchen he kissed his wife on the cheeks. Rebecca rolled her eyes at the amusement in his.


	5. Chapter 5

Ben struggles with asking his dad for permission to go to New York with his girlfriend. Ben/Denny. 3rd Person POV. Set in the AU of Strange Brew in Season 3.

Disclaimer: I do not own Falling Skies.

* * *

><p>Chapter 5<p>

When the Mason family sat down to dinner Denny could feel the tension radiating from the matriarch. The entire time she was polite, asking questions about her future and her goals. Rebecca would purse her lips and avert her eyes each time she looked at Denny and Ben though.

Hal made japs about her choice in hobbies and Matt sat in awe when she mentioned her high score on Asteroids. Even Tom managed to crack a smile when she described the apocalyptic-parodies of famous paintings she did, he even suggested she do one of Washington crossing the Delaware.

But Rebecca never commented on anything after asking the question, not outside a well-placed 'interesting.' So when the males all filtered outside, cajoling Ben into quick two-on-two of basketball, Denny elected to help with the dishes.

It was an eerie kind of quiet as Rebecca washed and Denny dried. Like in horror films right before the first death. She cleared her throat before turning to face her boyfriend's mother, hand leaning against the counter. Rebecca looked at her sideways as she rinsed the soap off her hands.

"You don't like me, do you?" Denny asked in what Ben had long ago dubbed her 'too blunt for human consumption' voice.

Rebecca turned so the two were standing face to face. Denny was glad she wore her boots now, so she wasn't too much shorter than the Mason mother. Rebecca sighed, "You're very nice. Funny, sort of. And smart."

"But…" Denny said, folding her arms in front of her as if they could shield her from the coming disapproval.

Rebecca smiled a little, "You're also very blunt, and defensive." The way she said it made Denny unsure if those were insults or compliments. "But," Rebecca began, catching and holding Denny with her eyes, "You're the first girl Ben has brought home."

"So what?" Denny shrugged, confused when Rebecca laughed at her.

A dripping plate found its way into Denny's hands, "Come back in a few decades when you're kid brings home a date for the first time. It's difficult to see your child as anything but the baby you brought home from the hospital or the little boy who clung to you the first day of school."

Denny grabbed the rag back up from the counter, "So Ben was a clingy child?" Rebecca spied a glance at the young woman next to her, watching the smile blossoming on Denny's face as she thought of Ben.

Outside Ben's ears were beginning to burn and Hal was dominating the drive-way. Tom stole the ball from his eldest when he tried to throw it from the end of the drive.

Matt cheered, sticking his tongue out at his older brothers when their father's shot whooshed through the net. Ben shook his head, glaring at Hal across the concrete.

"We're still winning, Benny, don't look so sour," Hal shrugged his arms before winking, "Doubt Denny finds your grumpy faces attractive." Hal ducked before the ball Ben had grabbed from beneath the basket could connect with his face.

"Teamwork, boys," Tom shook his head, trying not to sigh, "Let's call half-time, ok?" He raised his hands in question and the two older boys separated. Matt stole the ball from the snow bank it was stuck in.

As he began to dribble Matt spoke, "Denny's cool." He looked up at Ben with a tilted head, "Do you think she'd show me how to get past Level 3.2 on Asteroids? I always get stuck."

Ben laughed, shrugging, "Probably." Tom took note of the smile creeping into Ben's expression. As Hal stole the ball from Matt, Ben walked over to his father, "How do you think dinner went?"

Tom shrugged, smiling uncertainly at his son, "I think you mother was a little stuck on what was going on before dinner." Ben's head swiveled to look anywhere but at his father as a bright red blush grew across his face. Tom's smile grew as he gripped ben's shoulder, "At least it wasn't on the couch."

"Dad!" Ben's eyes went wide as he looked back at Tom, making him laugh. Ben started stuttering and it only made Tom laugh harder until he spotted Denny coming outside.

"What's so funny?" Denny raised an eyebrow as she approached the two. Tom merely shook his head as Ben blushed redder.

Matt was kind enough to interrupt the conversation as he stole the ball back, "Can we get back to the game now?" Hal was laughing behind him as Ben shook his head in quiet amusement.

"Sure," Tom took the ball, throwing it to Denny, "You can take my spot." He smirked at the boys as he walked toward the door, "I'm getting too old to keep up with you boys." Denny shrugged, dribbling the ball a little as she moved onto the snow-cleared driveway.

Tom glanced behind him as he entered the house, seeing Denny sink a basket over Hal's head. He chuckled as he walked towards the kitchen, stripping off his sweater as he went. Rebecca looked up as he entered the room, "How was the game?"

"Still going," Tom said as he kissed her on the cheek, stealing her mug of tea for a quick sip before moving to make his own, "How was bonding with Denny?"

Rebecca avoided his pointed gaze, "She's nice." At Tom's expectant gaze she added, "I like her."

"So do I," Tom nodded. He knew his wife though. He could see the hesitation in her shoulders as she sipped tea at the table. So he stayed silent until she continued.

"I still don't like New York."

Tom ducked his head as he sat down across from her, "I didn't ask."

Rebecca rolled her eyes, "But Ben will." This time she was the one looking at him with expectancy.

"I think he's a little preoccupied, freaking out about his mother seeing him make-out with his girlfriend." The smirk on Tom's face was contagious and Rebecca found herself laughing despite her mood.

"You told him?" Rebecca said and Tom nodded, "How long do you think the embarrassment will give us?"

Tom shrugged, "Given how red his face was, a couple days, maybe a week."

Rebecca pursued her lips in though, thinking about New York again, "What do you think about it?"

"I think they spend vast amounts of time unsupervised at Denny's," Tom responded.

"Not making me feel better," Rebecca eyes looked pointedly at him, mug half-raised to her lips.

Tom's lips quirked, but he knew better than to smile now, "Merely pointing out that anything that we worry will happen in New York, has probably already happened here."

Rebecca did smile though, "Don't be logical when I'm being emotional, it's very annoying." Tom smiled in return, raising his mug in surrender. Rebecca's shoulders slumped as the humor dried up, "So you're ok with it then, aren't you?"

Tom sighed, "I trust Ben and I think this means a lot to him." It still wasn't an answer, but Rebecca knew enough to know it was all she was getting.

Biting her lower lip Rebecca relented, "I'll talk to him about it, then decide."

"Talk?" Tom looked at her with knowing eyes, a mischievous glint mixed in with the brown.

Rebecca shrugged, smirking at her husband, "Talk, interrogation, it's a mother's prerogative really." When Denny and the boys returned from the outside the two were still laughing with each other. "How was the game?" Rebecca asked.

"Ben is far too easily distracted," Hal shoved his younger brother playfully as the room laughed. Ben shoved back and Denny kissed his cheek. The interaction all watched and analyzed by the mother sitting across the room.

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	6. Chapter 6

Ben struggles with asking his dad for permission to go to New York with his girlfriend. Ben/Denny. 3rd Person POV. Set in the AU of Strange Brew in Season 3.

Disclaimer: I do not own Falling Skies.

* * *

><p>Chapter 6<p>

Rebecca Mason considered herself a fairly observant person. She figured out Tom's well-hidden anxiety when she was pregnant with Hal as they packed up their apartment to move into their first house. He denied it for weeks of course, but eventually, she wore him down. She was the first to notice that Matt was always extra silent when he had the juiciest dirt on his brothers.

And for months she'd watched Ben smile whenever he got a text and had been the least surprised when Hal teased him about kissing a girl by his locker at school one day. Rebecca had known for a while that Ben was in love. But there's knowing, and then there's seeing.

He lingered by Denny's car the last day of school, she snuck glances out the window as the Ben and Denny procrastinated her departure. She'd mentioned at the dinner that she spent Christmases in California with her mother and New Years' with her father.

It seemed like weeks were as short as a blink to Rebecca now, but for the two teenagers a week might as well be a year. She could vaguely remember thinking like that; back when she had first started dating Tom.

Stepping away from the window Rebecca headed into the kitchen, taking a seat at the kitchen table where she'd left the work she'd brought home. It was another fifteen minutes before she heard the front door. Ben wasted no time in plopping into the chair across from her.

She looked up at him with a sympathetic smile, "Denny off to California?"

"Till the 27th," Ben managed to keep the whine out of his voice, but Rebecca heard his gloom anyway.

"That's not too bad," she patted his hand comfortingly where it laid on the table, "Your father and I had only been dating three months when classes got for Winter Break, seven weeks apart." She groaned just thinking about it and was happy to see Ben smile at the reminder. "At least you have skype. We barely had email."

Ben was out-right laughing now, "Grandma says that was the mopiest she has ever seen anyone."

"I don't know, you might just top your father this Christmas," Rebecca teased, watching Ben straighten defensively.

"I'm perfectly fine," Ben stated in what she was sure he thought was a convincing manner, "It's not like I have to see her every day." She hmm-ed in feigned agreement, smirking as his phone rang.

He had the device in hand quicker than Hal could steal someone's food. She kindly ignored his deflated sigh when it turned out to be Jimmy confirming raid-times for the week.

"So, um, have you thought anymore about New Years'? Ben pursed his lips after asking, eyes watching her closely for a reaction. She attempted not to show any. But then her middle son was rather good at reading people. He probably saw some twitch or another in her face that conveyed her discomfort.

Rebecca had hoped to put off this conversation another day or two, "I have." Ben kept looking at her, waiting for her to elaborate. "I'm on the fence right now. Denny's father isn't the greatest of chaperones and New York can be a dangerous city," she said, touching on only a few of her concerns.

Ben nodded, "You have a point." He chuckled, "Jimmy gave him a ten on his scale of parental obliviousness." Rebecca raised an eyebrow and Ben ducked his head while trying to contain a grin.

"What did I get?" Rebecca narrowed her eyes, half curious, half amused.

"Two," Ben said honestly, shrugging as he added, "Dad got four." Rebecca laughed. Jimmy had an unparalleled talent for figuring out authority figures. It was one of the reasons she'd been nervous about Ben's friendship with the boy.

She also suspected it was one of the reasons he had skipped two grades, "Jimmy seems to have an interesting way of looking at things."

"That's why he's raid commander," Ben said. Rebecca could feel him eyeing her as she sipped her coffee.

"Where do you see your relationship going with Denny?" Rebecca asked him, watching his face flush crimson. "You both graduate next May."

Ben managed to hide most of his discomfort before he answered, "I'm going to BU like Hal. She's thinking Lesley for art. It's not like we have it all planned or anything, but –"

She waited a moment, preparing herself for the different possibly endings for that sentence. Ben seemed to be looking for the words.

"But I can't really imagine my life without her anymore. So, we'll figure it out."

Over twenty-years ago Rebecca had said something similar to her own mother about Tom before she moved to Boston permanently. And Hal had finally admitted the same regarding Rita when they had broken up for a few months his first year of college.

"Alright," Rebecca breathed out, meeting Ben's eyes, "You can go." The smile that broke out on Ben's face was brighter than any she'd seen on him before. He jumped up to hug her, thanking her profusely before running out of the room to call Denny.

She sunk into her chair, letting her head fall back onto the top of the wood. When Matt came marching in from his friend's house she looked up, watching him drop his things all over the kitchen before settling at the table with his Gameboy.

"Promise me something, Matty," she said, waiting till he looked up at her, "Don't fall in love for a few years. I need a break."

He grinned at her over the device, "No promises."

She groaned, falling back against the chair. Her mother was so wrong about boys, they were not easy. Not by a long shot.

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	7. Chapter 7

Ben struggles with asking his dad for permission to go to New York with his girlfriend. Ben/Denny. 3rd Person POV. Set in the AU of Strange Brew in Season 3.

Disclaimer: I do not own Falling Skies.

* * *

><p>Chapter 7<p>

The living room of the Mason house was boisterous as it always on Family Game Night. It was Matt's turn to choose the game and so each of them had gotten the chance to make a fool of themselves attempting to win at Wii Golf.

"Guess you're not as good at sports as you think, Hal," Ben stuck his tongue out as said older brother took yet another swing at the ball, confirming his spot in last place.

Hal shoved him playfully, "This doesn't even come close to counting as a sport."

"Only because you're losing," Matt added as he stepped up to the tee.

"It's not my fault! The balls keep falling off the cliffs!" Hal glared at the screen, "It's like their aiming for them."

"I think you're technically the one aiming, babe," Rita said with laughter in her voice, beaming in the arm chair. She'd held the first place position all night and showed no signs of faltering anytime soon.

Tom and Rebecca traded looks on the couch, amused by the banter. Ben grinned from the armrest as Hal accused Rita of turning traitor. The buzzing of his phone pulled Ben's attention away from the squabble.

It was Denny and Ben couldn't help but smile when he answered, "Tired of the west coast already?"

There was a broken laugh, "Like you wouldn't believe, Benji." His smile dropped. Denny was good at hiding it, but he could still hear the cracking in her voice. She'd been crying.

Ben noticed the silence around him and looked up to see everyone staring at him. "Hold on a sec," he got up, grabbing his jacket from the hook by the door and stepping into the late December chill. He took a seat on the stairs, "What's wrong Den?"

A bitter laugh was her initial response, "My mom decided yesterday that she wants to spend the holidays in Europe with her latest beau." Ben didn't know what to say to that. The little he knew about Denny's mother wasn't particularly positive.

Not that her father was all sunshine and rainbows either, but he at least scheduled her in once a week for a dinner. Denny was crying again, quietly, but Ben knew from the silence and the sniffing.

"She left last night, I got a note on the fridge this morning." Ben bit his lip and clenched his fist, "So, I'm coming home early. I'm at the airport, on standby for all the flights to Boston for tonight and tomorrow."

"I thought your dad was in Chicago?" Ben asked, "Aren't you going there?"

"He's there with his secretary, and I just want to go home, to my own bed," Denny's voice cracked again and Ben's knuckles were going white from his clenching.

Ben leaned back to lay on the porch, "You could spend Christmas with us." He stared up at the wooden beams of the roof, "I don't want you to spend it alone."

"I've spent more Christmases alone than I have with my parents," Denny said, "I'm use to it. I'll be fine." Ben knew all that, but it didn't make him feel better. "I have to go, I haven't eaten yet and the restaurants are about to close."

He started to argue, but falter, "Text me when you're able to get a flight." Denny agreed, "Love you, Den."

"You too, Benji," there was a softness in her voice that Ben didn't normally hear. So when he heard the click of her hanging up he didn't go inside.

The line rang for a few moments after Ben hit the speed dial, "Hey, Mason, what's up?"

"Hey, Jimmy," Ben said, "Were you able to convince your parents into giving you that car for Christmas?"

"Yeah…" Jimmy said with suspicion, "Why?"

"I need some help with something."

"Plan or plot?"

"A little of both."

"I'm in, Mason."

When Denny texted him later that night with her flight info and arrival time Ben had all the finer details working out with Jimmy. With a single text everything was set.

At four in the morning Ben clamored out of bed and into the living room. Dressed in pajamas he slipped his shoes on by the door and was just grabbing his wallet and keys when Hal came down the stairs, bleary eyes and confused.

"Where are you going…" Hal questioned as he looked at the clock on the wall, "…at four in the morning on Christmas."

Ben shrugged, "If mom asks, I should be back before breakfast." Without waiting for a response Ben darted out the door as Jimmy pulled up in his new car.

An hour later Denny dropped her suitcase at the sight of Ben and Jimmy sitting outside the terminal. They looked like little kids, dressed in their pajamas and playing Magic on the floor. They waved when they saw her.

"What are you two doing here?" Denny asked when she stopped in front of them. Jimmy collected the cards and Ben stood up to kiss her on the cheek.

"We came to pick you up," Ben said cheerfully.

Jimmy stood up next to him, grinning, "I got a car for Christmas."

"How – Nevermind." Denny waved her hands in front of her and drew them both into a tight hug. There was no way she would tell them how happy she was to see them.

They dumped her stuff in the trunk of the blue sedan. She laid down in the back, feigning sleep as the boys argued over the radio station. Denny turned to face the cushions of the backseat, smiling faintly.

When they came to a stop Denny sat up, narrowing her eyes suspiciously as she took in the front year of the Mason residence, "This isn't my place."

"Wonderful observation skills," Jimmy said sarcastically.

"I'm not letting you spend Christmas alone," Ben had a cheeky smile on his face. She crossed her arms defiantly and he grew nervous. "You can spend it with me and my family, or Jimmy and his," he was just as stubborn as she was.

Jimmy shrugged, "Christmas at the Boland's is pretty much the same as Christmas alone, just with better food." Ben and Denny both ignored him, eyes focused intently on each other. Jimmy groaned as he looked between them, "Please tell me this isn't going to turn into one of your little stand-offs."

Denny huffed, opening the door to get out. Ben grinned in triumph as he followed after her to grab her things from the trunk. Jimmy shook his head, muttering to himself.

"So that's where you went," Hal chuckled as Ben walked in with Denny. The entire family was awake now, if only just, and staring at the teens.

Rebecca looked between them, taking note of the redness in Denny's eyes and the suitcase at Ben's feet. She gave them a soft smile, "Staying for Christmas, Denny?"

Denny smiled back nervously, "If that's ok?" Rebecca nodded.

"So what sort of dirt did Jimmy have to dig up on his dad to get that car?" Hal asked, staring wistfully out the window to where Jimmy had been parked a moment before.


	8. Chapter 8

Ben struggles with asking his dad for permission to go to New York with his girlfriend. Ben/Denny. 3rd Person POV. Set in the AU of Strange Brew in Season 3.

Disclaimer: I do not own Falling Skies.

* * *

><p>Chapter 8<p>

Hal sighed as he clicked his seat belt on. It wasn't a long flight to New York, but he wasn't particularly excited about it. He'd met Rita's Aunt Charlotte only once before, at last year's Thanksgiving, and she'd hated him ever since. Spending a week in the woman's company, in her apartment, was going to be hell.

Next to him Rita was beaming. Charlotte was her favorite aunt, the doting and sweet one to have her tell it. Over-protective and manipulative, in Hal's opinion. But whatever made Rita happy, made him happy. Despite his mood Hal found himself smiling at Rita's excitement.

"We should try to get together with your brother when he comes in," Rita said as the stewardess went through the repetitive safety lecture. Her soft brown hair brushed against Hal's face as she leaned her head on his shoulder.

Hal chuckled, "Yeah, because Ben and I don't see enough of each other in Boston." Rita narrowed her eyes playfully, elbowing him a little, "Oh, come on, you know all we do is fight."

"I don't see why," Rita rolled her eyes, "You're actually a lot alike."

"How?!" Hal pushed a stray bit of hair out of Rita's face, eyebrow's raised incredulously.

Rita laughed, "You're both sweet. Kind. A little arrogant." Taking Hal's hand in her own she smiled up at him, "And you're both wrapped around a beautiful girl's finger."

Hal smirked at that, nodding, "He's not even flying out for another two days, Denny's dad just got back from Chicago or something." Rita leaned up and kissed his cheek, "That isn't me giving in."

"Not yet," Rita smirked, laying her head back against his shoulder as the plane started to lift off.

Denny rolled her neck, trying to ignore her father's shouts as she sketched a new idea for a painting. Harrison Bayard did not have a quiet voice though. And whenever his ex-wife was involved it went up a few octaves in a way that always made Denny's ears ring.

Every now and then she would catch her name and words like 'responsibility' and 'duty.' Setting down her pencils Denny got up from her desk, grabbing the remote for her stereo to turn it on. Nightcore came pouring out of her speakers.

She could still hear the faint vibrations of her father's voice, but the words were meaningless now. Grabbing her laptop, Denny plopped onto her bed. Ben and Jimmy were both online, along with Jamil and Dingaan.

Almost instantly she was bombarded with questions upon entering their guild's chat. It was a well-documented fact that Thursday's were 'Don't Bug Denny' night. Since her father took most of his business trips on the weekend, Thursday's were their usual dinner.

She hooked up her mic, "Miss me, boys?"

"Don't you have plans tonight?" Dingaan sounded worried, the oldest of their group he tended to act more like a mother than a friend. Not that they minded, much.

"Things changed," Denny replied, "Are you guys raiding tonight?"

Ben's sigh was just audible beneath Jimmy's rage, "If Cochise would get his ass online, we would be!" Denny laughed, Cochise and Shaq, the brothers were notoriously unreliable.

"I can sub for Cochise," my words were met with silence. It was echoing over my headphones, "What?"

"It's Thursday." Jamil stated, as if she didn't know. Denny rolled her eyes, happy now of them could see her face right now.

Ben cleared his throat, "It's just that…" He stopped mid-sentence. A ping notified her of a private message from him. He and Jimmy were the only ones that knew what tonight actually was.

"I'm fine Benji," Denny's voice was sharp and she bit her lip, knowing every single one of them could tell she was in a bad mood, "Can we just talk strategy? If I wanted girl-talk I wouldn't be talking to a bunch of guys."

Jimmy swiftly turned the conversation onto the dungeon map. None of them commented on outside topics for the rest of the night. Not even when Dingaan's wife interrupted or Cochise showed up with excuses about helping his father.

Only Ben stayed on afterwards, a voice full of worry and his face tinged with a tad bit of annoyance when they switched to video. Only then did Denny managed to admit why her music had played in the background through the whole raid.

"I'm worried," Rebecca stared at her husband through the mirror as he came into the doorway of their bathroom.

Tom chuckled, "Hal will be fine. He promised to text us when he got to Rita's aunt's house."

Rebecca managed a half-smile, but shook her head, "I'm not talking about Hal."

"Ok," Tom's face scrunched up in concentration, "Matt and Ben are both in their rooms, pretending to sleep while playing video games, so who are we talking about?"

"Denny," Rebecca said, turning around to face him with a pointed look.

Tom raised an eyebrow, a frown settling onto his face, "Why?"

Rebecca scoffed at him, "You saw it as well as I did, Tom Mason, don't pretend you didn't." She turned back around to the sink to apply her face creams.

"She doesn't come from an ideal home environment," Tom drew a hand down his face, "But it could be much worse." Rebecca made eye contact with his reflection, he shook his head, "I know, not the point."

Rebecca nodded, her thoughts still lingering on the events from the day before. The sight of Denny with blood-shot eyes and a sad smile asking her if she could stay had nearly broken Rebecca's heart. The girl had seemed down the whole day and unsurprised when her father's assistant showed up to pick her up. More than a little bit of irritation had been obvious on the woman's face too.

"Denny's healthy and well-cared for. She may be overly-indulged I'll admit, and –"

"She was alone, Tom," Rebecca interrupted, anger in her eyes, "Can you imagine being seventeen and being an afterthought to her parents, on Christmas."

Tom nodded, "There's nothing we can do." Rebecca huffed, aggressively grabbing the toothpaste.

"I'm a mother," Rebecca said, "I'm meant to worry about children." The conversation was quickly over as Tom held up his hand in surrender. On the bright side, her teeth had never been brushed with quite as much vigor before.

* * *

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	9. Chapter 9

Ben struggles with asking his dad for permission to go to New York with his girlfriend. Ben/Denny. 3rd Person POV. Set in the AU of Strange Brew in Season 3.

Disclaimer: I do not own Falling Skies.

* * *

><p>Chapter 9<p>

Ben was more nervous than he wanted them to think. Not that Tom blamed him, this was the first time he and Rebecca were going to meet Denny's father. Rebecca already had a biased opinion of him after Christmas. Tom was slightly more open minded, but mostly he was curious.

Denny didn't talk about her parents at the dinner or at Christmas. He'd tried pumping Ben for info, but he had a hard time picturing a man with national business interests being Denny's dad, he'd picture a bohemian artist once - after their first introduction.

When the town car pulled up, a man in a three-piece suit stepped out. He had a strong handshake and a cool demeanor. Denny came up next to him with a grin Tom thought would hurt after a few minutes.

"Harrison Bayard," he introduced himself, "Denny speaks highly of you Mrs. Mason."

"Rebbeca," Tom was happy to see a smile on his wife's face as she shook the man's hand. He could see the business mogul now, all that charm.

"Ben said you're going to be staying in Manhattan?" Tom queried.

Harrison nodded, "I have our old apartment kept up, I can have my assistant email you the address. And if you ever need to reach us, she's in contact with me 24/7."

A redhead Tom had only taken cursory notice of at first walked over from the car, "Jessica Ronald." She handed them a card with several numbers and an email. "I'll keep track of the itinerary so if anything changes I can update you."

Rebecca frowned a bit, looking at Harrison, "You'll be with the kids when they go out into the city right?"

"I grew up in NYC, Mrs. Mason, we'll be fine. And dad's promised to take us to Time Square for New Year's Eve." Denny said as she grabbed Ben's hand. The excitement radiating from her was so contagious Tom found himself nudging his wife.

Rebecca gave a weak smile and Ben pecked his mother on the cheek before running with Denny to the car. Tom laughed.

"Everything will be fine," Harrison reassured them before following after the kids. Jessica was already sitting in the driver's seat. She handed her boss a cell as soon as he slide in next to her.

"I'm worried," Rebecca said simply as she waved goodbye from the front yard.

"What's the worst that can happen? Aliens invade New York?"

Denny and Ben were wrapped up in each others arms, huddle closer than was really necessary for warmth in the large crowd.

"Aw, you two are so cute!" Rita gushed as she came up behind them with Hal. They both jumped at her voice. Blushing, they smiled.

"Happy New Year!" Hal grinned as he ruffled his brother's hair. Ben glared a bit, but the smile popped back fairly quickly.

The four stood together, chatting about their plans for the next few days before the inevitable return to Boston. They quieted as it got closer to the ball drop.

Ben pulled Denny into a hug from behind, "Sorry your dad got caught up with work."

Denny merely turned to snuggle deeper into his arms, "I have you. That's enough." Ben smiled at her and as the New Year was ushered in he pressed a light kiss to her lips.

* * *

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